SHAREHOLDERS' AGREEMENT

THIS AGREEMENT is made this 22nd day of May 2016, by and among:

ARTHUR GO, of legal age, Filipino, single with residence at 124

Rose St., BF Pilar, Las Pinas City;

ANDREW CHUA, of legal age, Filipino, single with residence at 12

Santos St., Greenwoods Village, Quezon City;

KENNEDY LIM, of legal age, Filipino, single with residence at 43

San Antonio St., Forbes Park, Makati City;

(ARTHUR GO, ANDREW CHUA AND KENNEDY LIM are herein

collectively referred to as “Existing Shareholders”.);

ALLIED COMPANY, INC., a corporation duly organized and

existing under Philippine laws, with principal office address at
principal office address at 8th and 9th floor RCBC Tower, Ayala
Avenue, Makati City, Metro Manila and hereinafter referred to as
the “Company”;

- and –

GEORGE SY, of legal age, Filipino, single with residence at 32 Opal

St., Dasmarinas Village, Makati city, and hereinafter referred to as
“Investor”.

RECITALS

A. The Existing Shareholders, as of date hereof, are the registered

owners of five million one hundred twelve thousand issued and
outstanding shares of stock of the Company.
 The table below sets for the shareholders of the Company and the
number of shares owned by them in the Company.

Name of Number of Classification of Percentage

Shareholder Shares Held Shares Total of
Shareholding
ARTHUR GO 5124955 PREFERRED 99.99
ANDREW CHUA 30 PREFERRED .00058537
KENNEDY LIM 15 PREFERRED .00029268

The Existing Shareholders wish to enter into this Agreement for the
purpose of transferring the shares in the capital stock of the Company
under the name of Arthur Go to the Investor, and regulating certain
matters in connection with the business and affairs thereof and their
respective relationships with each other.

NOW, THEREFORE, the parties hereto agree as follows:

1. SHARE CAPITAL AND MATTERS RELATED THERETO

1.1 The parties hereto acknowledge that the Company has an authorized
capital of Five Hundred Twelve Million Five Hundred Thousand
Philippine Pesos (Php 512,500,000.00), consisting of Five Million One
Hundred Twelve Thousand shares (5,125,000) with par value of One
Hundred Pesos (Php100.00) each. The subscribed and paid-up shall be
as follows:

Name of Number of Amount Amount % to Total

Shareholder Shares Subscribed Paid Outstanding
Subscribed
ARTHUR GO 5124955 512495500 512495500 99.99
ANDREW 30 3000 3000 .00058537
CHUA
KENNEDY 15 1500 1500 .00029268
LIM
1.2 It is being understood and agreed expressly, that it shall be the parties’
intention that the Existing Shareholders and the Investor shall hold
shares in the Company in proportion of Fifty percent (50%) to Fifty
percent (50%), respectively.

1.3 In view of this, the Existing Shareholders agree to sell 50% of issued
share capital of Allied Company, Inc. under the name of Arthur Go to the
Investor, Mr. George Sy.

2. BOARD OF DIRECTORS

2.1. Unless otherwise agreed by the parties, the number of Directors of the
Company (“Board of Directors”) shall be Five (5) and the Board of
Directors shall manage, supervise and control the affairs of the
Company.

2.2. Save as hereinafter provided, it is hereby agreed expressly that no

business shall be transacted at any meeting of the Board of Directors
unless at least Three (3) Directors are present. The affirmative vote of a
majority of the Directors present, there being a quorum, shall be valid as
a corporate act.

2.3. Notwithstanding anything contained in the Corporation’s Articles of

Incorporation and By-Laws to the contrary, at all stockholders meetings
of the Corporation, resolutions put to the vote of the meeting shall be
decided on the basis of One (1) vote for every share held by each
stockholder present in person or by proxy at the meeting. The
affirmative vote of shareholders representing not less than a majority of
the entire issued and outstanding capital stock at a meeting duly called
for the purpose shall be required to approve any act, unless the law
requires a greater member.

2.4. Each of the Parties shall cause the election of the nominees to the Board
of Directors by casting their votes in favor of the nominees.

2.5. Each Party, subject to the procedures under the Corporation Code, shall
be entitled to remove any director it has nominated. Each Party shall also
be entitled to nominate a new Director to take the place of its nominee
who is removed or vacates his office for any cause.
3. DISPOSAL OF SHARES

3.1. Neither of the Parties shall mortgage, pledge, encumber nor otherwise
create a security interest over the shares of the Company, without the
prior written consent of the other.

3.2. If any shareholder (the “Prospective Seller”) hereto desires to transfer all
or part of the Prospective Seller’s shareholding in the Company, the
Prospective Seller shall first offer to sell such shares to the other
stockholders (Prospective Buyers). The Prospective Seller shall give
Prospective Buyers written notice of the first offer, indicating therein the
number of shares which the Prospective seller proposes to sell. In each
case, the Prospective Buyers shall have a period of 60 days to indicate in
writing their interest in purchasing the shares offered to them.

If a Prospective Buyer indicates in writing an interest in purchasing the

shares offered to such Prospective Buyer, such Prospective Buyer shall
promptly request the Company’s independent certified public accountant
to establish a price for the shares in question based upon such
accountant’s appraisal of the fair market value thereof. The cost of
evaluation of shares shall be borne by the Prospective Seller.

The Prospective Buyer shall have a period of 30 days after written notice
from the Prospective Seller of the price for the shares determined in
accordance with the above paragraph to notify the Prospective Seller in
writing of the Prospective Buyer’s exercise of the first offer as regards all
of the shares offered.

In the event that all Prospective Buyers either fail to indicate interest in
purchasing the shares offered to them or fail to accept the offer of such
shares, the Prospective Seller may sell such unaccepted shares to a third
party or parties who shall be approved by the Board of Directors of the
Corporation, which approval shall not be unreasonably withheld;
provided however that (a) the price shall be no more favourable than that
determined in accordance herewith and the sale shall be made within 30
days following the expiration of the 60-day period specified herein, and
(b) the Prospective Seller shall obtain a written undertaking from the
purchaser to be bound as a party.
3.3. The restrictions in this Section shall not apply to qualifying shares held
by representative Directors of any of the Parties.

3.4. Any transfer, assignment, mortgage, charge, pledge or encumbrance of

title over shares of stock of the Company, voluntary or involuntary,
whether for valuable consideration or by gratuitous title, which is not in
accordance with the foregoing shall be null and void and shall not be
registered in the books of the Company.

4. DIVIDEND

4.1. Dividends shall be declared and distributed in proportion to the par

value of the shares. All retained earnings of the Corporation shall be
declared as dividends, subject to such reserve requirements which is set
by the Board of Directors or unless required by law.

5. RIGHT OF INSPECTION

5.1. Either party shall have the right to inspect the books and records of the
Company regarding all its business transactions and minutes of
meetings, and to obtain a copy of its financial statements or other
financial information in accordance with Sections 74 and 75 of the
Corporation Code of the Philippines.

6. LIQUIDATING DIVIDEND

6.1. Upon its dissolution, the Company shall distribute its assets to the
Parties by way of liquidating dividend, in proportion to the amount of
their investment in the Company.

7. CONFIDENTIALITY

7.1. Each of the Parties hereto shall hold in strict confidence this Agreement
and all information, data and documentation received by one party from
the other or the Company in connection with the transactions
contemplated under this Agreement, and shall not divulge or disclose
any of them without the prior written consent of the other party.
7.2. The Parties undertake not to release any publicity with respect to this
Agreement, the Company or the transactions contemplated hereunder
without the prior written approval of the other party.

8. CONTINUATION OF AGREEMENT AND BINDING EFFECT

8.1. This Agreement, shall be binding upon the parties and their successors
and personal representatives while any of the provisions of this
Agreement remain to be performed and observed.

The obligations of each of the parties hereunder shall terminate on that

party ceasing to own or be entitled to an interest in the shares in the
capital of the Corporation save:

a. In respect of the obligations of any party that had accrued but not
been discharged prior to its so ceasing;

b. In respect of any rights of a party to claim damages by reason of any

breach of this Agreement by any other party that had accrued prior to
any party so ceasing.

9. FURTHER UNDERTAKINGS

9.1. The Parties hereto undertake to execute such documents as the other
party may reasonably request from the other for the purpose of
implementing the transactions contemplated by this Agreement.

9.2. The Parties undertake to obtain such additional approvals as may be

required to implement this Agreement.

10. MISCELLANEOUS

This Agreement, and the rights and obligations under this Agreement are
personal to the Parties, their successors and assigns.
10.1. All notices, requests, demands and other communications under this
Agreement or in connection therewith shall be in writing and shall be
addressed to the address stated above or such other address as may be
notified by a party to the other in writing. Such notice shall be given
sufficiently if delivered by hand, post or sent by prepaid registered
airmail, or recorded airmail, by telex authenticated by answer-back code
or by telefax transmission or email as set forth above. Any notice
dispatched in conformity with this clause shall be deemed to have been
effected in the case of delivery by hand on the same day, in the case of
prepaid registered airmail ten (10) days after dispatch of such notice, in
the case of telex five (5) days after the dispatch of such notice and in the
case of telefax and email on the same day.

10.2. This Agreement hereto constitutes the entire agreement of the Parties
with respect to the subject matter of this Agreement, and supersedes any
commitments or agreements, written or verbal, that the Parties hereto
may have had.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement

to be signed by their duly authorized representative as of the date first written
above.

Existing Shareholders:

ARTHUR GO ANDREW CHUA KENNEDY LIM

Chairman of the Board Shareholder Shareholder

ALLIED COMPANY, INC.

Company
by:
_______________________

GEORGE SY
Investor
 SIGNED IN THE PRESENCE OF:

___________________________________ ___________________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF MAKATI )SS.

BEFORE ME, a Notary Public for and in the City of Makati,

Philippines, this day of 23rd day of May, 2016, personally appeared:

NAME Government Issued Date and Place Issued

ID/s
ARTHUR GO TIN No. 515-252-211 6/5/1989, Quezon City
ANDREW CHUA TIN No. 145-088-002 1/11/2005, Makati City
KENNEDY LIM PRC No. 2456908 12/20/2000, Manila
GEORGE SY Driver’s License No. 41353 5/12/2015, Pasig City

All known to me to be the same persons who executed the forgoing instrument
and acknowledged the same to be their free and voluntary act and deed and
that of the respective corporation/s which they represent.

Said instrument refers to a Shareholders’ Agreement consisting of Eight (8)

pages, including this page wherein the Acknowledgment is written, signed by
the parties and witnesses on all pages and sealed with my notarial seal.

ATTY. JESSICA C. JONAS

Commission Serial No. 33950
Doc. No. ______;
Until December 31, 2018
Page No. ______; Roll of Attorney 456781
Book No.______; IBP No. 743242/ 3-27-2008/ Pasig City
Series of 2016. PTR No. 565353/ 3-27-2008/ Pasig City